Chairing your AGM with confidence: Eight practical steps for running successful PLC meetings

For UK-listed PLCs, AGMs and general meetings aren’t just procedural milestones; they are legal events governed by detailed rules, which come with shareholder expectations and reputational risks.

Handled well, these meetings build confidence in the board’s leadership and stewardship. Poor execution, by contrast, risks confusion, disruption, or even legal challenge. Drawing on our experience advising Main Market and AIM-listed companies on their AGMs, and grounded in case law, regulatory guidance and best practice, here are eight legal and procedural priorities the General Counsel and Company Secretary of every listed company should have front of mind when preparing the Chair for their next AGM or general meeting.

1. Know your articles — and put them to use

Your company’s articles of association are the procedural engine of your general meetings. They set out who may attend, how resolutions are introduced and debated, how votes are conducted and when the Chair may exclude questions or adjourn the meeting.

If the articles are outdated or silent on key powers (such as changing the venue, adjourning the meeting, or managing disruptive behaviour), they can constrain your options. Consider whether updates are needed to ensure the board and the Chair are equipped to maintain order and run the meeting efficiently.

Articles can also offer other useful protections. For instance, they can enable the Chair to reject shareholder amendments that are procedurally invalid or out of scope, and to manage speaking rights and questions from shareholders within the relevant legal requirements.

2. Craft your notice with precision — and legal intent

The notice of meeting is more than an invitation: it’s a statutory document with binding legal consequences. For listed companies, it must comply with the Companies Act 2006, the FCA’s UK Listing Rules or the AIM Rules and the UK Corporate Governance Code or other corporate governance code adopted by the company.

Care is particularly needed when:

• Drafting resolutions involving director appointments, share issuances, disapplication of pre-emption rights, or constitutional changes;
• Referencing shareholder requisitions or proposed amendments to resolutions; or
• Communicating hybrid or virtual meeting arrangements.

Resolutions, especially special resolutions, must be clearly and accurately drafted, and their scope must align with the notice. The court will interpret any resolutions and whether they were validly passed by reference to what is set out in the notice of the meeting.

Also consider setting out expectations around venue access, ID checks, admission of guests, security arrangements, and whether audio or video recording will be permitted. These are increasingly useful tools to head off later disputes in the meeting.

3. Prepare the Chair: procedural powers and responsibilities

The Chair of the meeting plays a legal role, not just a symbolic one. In law, they owe duties to the meeting itself, not to the board, and must exercise their powers fairly and in accordance with the articles and common law principles.

Key powers of the Chair typically include:

• Controlling the order of business;
• Ruling on points of order and admissibility of amendments;
• Imposing time limits on speakers or debate (impartially);
• Adjourning the meeting to preserve safety or order; and
• Calling a poll, especially where the proxy count contradicts a show of hands.

Consider briefing the Chair in advance on procedural scenarios, especially where protest, disruption or shareholder activism is likely. It is also advisable for the Chair to have a script or speaking notes prepared in advance to help ensure that all procedural requirements are properly followed throughout the meeting. Well-prepared Chairs make confident procedural decisions, and confident Chairs keep meetings on track and within the law.

4. Anticipate amendments — and know when to allow or reject

Shareholders may seek to propose amendments to resolutions, either in advance or from the floor. Whether these are permissible depends on the type of resolution and how it has been notified.

• Special resolutions: Cannot be substantively amended at the meeting (except for clear typographical corrections).
• Ordinary resolutions: Can be amended at the meeting, but only if the amendment is within the general nature of the business and not more burdensome on the company or negating the resolution.
• Requisitioned resolutions: Should generally not be amended by the company or Chair.

Any decision to reject an amendment must be carefully reasoned and clearly recorded as improper rejection can invalidate the meeting or lead to a claim for unfair prejudice.

5. Manage hybrid or multi-location formats with caution

A number of PLCs now use hybrid or satellite venues to improve accessibility; however, legal risks arise if the technology fails or if participation rights are unevenly applied.

Remote participants must be able to see and hear, and be seen and heard, to constitute lawful attendance. If technical failure occurs, the Chair may need to suspend or adjourn the meeting until functionality is restored.

Companies should:

• Test systems thoroughly;
• Make contingency plans for technical issues;
• Clearly define what constitutes "attendance" for quorum and voting purposes; and

• Ensure consistent treatment of in-person and remote participants when taking questions or registering votes.

6. Be ready to deal with disruption — lawfully and proportionately

Disruptive shareholders, protestors or coordinated activist groups are a reality for many listed companies. While the Chair has a duty to preserve order, any action to remove individuals or exclude questions must comply with the law and the company’s articles.

Expulsion should be a last resort. In most cases, progressive warnings followed by offers to redirect discussions or hold separate breakout conversations are legally and tactically safer.

Security presence must be proportionate, and entry procedures (eg ID checks or bag searches) must not inadvertently prevent lawful shareholders or proxies from attending — which could invalidate the meeting.

Consider pre-warning shareholders in the notice about any security protocols in place.

7. Conduct votes in line with legal requirements and investor expectations

Votes must be taken, counted and reported in accordance with the company’s articles and applicable legislation.

Key points include:

• Shareholders who meet the required statutory thresholds (or a group meeting statutory thresholds) can demand a poll.
• The Chair has a duty to call a poll if proxy votes contradict the result of a show of hands.
• Electronic poll voting is encouraged for accuracy and speed — but paper alternatives must remain available.
• For Main Market companies, poll results must be published on the company’s website, and any significant vote against (20%+) should prompt a public statement per the UK Corporate Governance Code.
• Professional scrutineers should be appointed, and their role documented, to ensure a robust audit trail.

8. Stay within the legal boundaries on speaking rights and questions

Shareholders (or their validly appointed proxies) have the right to ask questions relevant to the business of the meeting and — unless otherwise restricted by the articles — this implies a right to speak.

Failure to answer qualifying questions without a permitted reason could expose the board to legal challenge. Asking shareholders to submit any questions in advance allows the company to prepare answers  and is also helpful in filtering duplication but cannot replace live opportunities to speak.

However, shareholders' rights to speak and ask questions at meetings are not unqualified and, importantly, the Chair can exert control over the meeting by:

• Requiring that questions remain relevant to the item under discussion;
• Grouping similar or related questions;
• Imposing reasonable time limits on speaking; and
• Limiting responses or refusing to give answers if this would require disclosures that would reveal confidential or inside information, or otherwise be contrary to the company’s interests.

Final thoughts

Every AGM or general meeting is a live legal event and not just an administrative formality. These meetings bring together overlapping legal and regulatory frameworks: the Companies Act 2006, the company’s articles of association, the Listing Rules or AIM Rules, and the company's adopted corporate governance code. They also serve as key moments of accountability, where boards are scrutinised by shareholders in real time.

Success depends not only on legal compliance, but on preparation and execution, particularly by the Chair, the General Counsel and the Company Secretary. The Chair’s role is more than symbolic; it carries legal duties and procedural authority. A well-prepared Chair will understand the scope of their powers, be equipped to respond to procedural challenges or shareholder interventions, and manage the meeting with clarity, fairness and confidence.

The General Counsel and Company Secretary play a vital role in this preparation, helping to ensure that the legal framework is fully understood, the notice and resolutions are properly constructed, and the meeting is run in accordance with both the company’s constitution and the expectations of key stakeholders.

Ultimately, AGMs and general meetings are opportunities to demonstrate effective leadership, procedural rigour and respect for shareholder rights, and to reinforce trust in the governance of the company.